Effective date: May 15, 2023
Some members may share sensitive business information, marketing information, strategies, etc. The use of any of this information outside of the Community will result in the immediate termination of your account. This includes, but is not limited to: graphics, images, logos, illustrations, financial information, content, product information, code, contact information, phone numbers, email addresses, presentations, videos, or other documents.
Copying another member’s products (likeness, ingredients, packaging, wording, logo, manufacturing, marketing, design, etc.) will result in the immediate termination of your account.
Privacy and Confidentiality
All forum discussions must remain private and confidential. Sharing particulars of a discussion – especially in written form – outside of the forum is prohibited and will lead to immediate termination of your account. The display of any portion of Scalepath LLC learning materials on Coda or Slack discussions on another website is prohibited.
Using any type of site scraper or copying content in any way (even if for personal use) from Scalepath LLC will result in immediate termination of your account.
Sharing an account is not permitted. Each member must apply separately if you have multiple people in an organization who wish to be involved in Scalepath LLC.
Occasionally a moderator will need to take action on a post that violates the community guidelines in some way (spam, affiliate link, inappropriate comment, etc). If you have an issue with a moderator’s decision, please contact sam@joinscalepath LLC.com. Discussing moderator decisions within the forum is prohibited.
We reserve the right to edit any and all content that has been placed on Scalepath LLC, as well as the right to revoke your membership at any time.
Be respectful. Disagreeing with others is fine as long as it’s done tactfully. People who put down others, are abusive, are short with others, or are just downright obnoxious will be removed with little or no warning!
Comments or posts that contain racist, sexist, homophobic, xenophobic, or any other type of bigoted language (as determined by Scalepath LLC) will result in the immediate termination of your account. We have a zero-tolerance policy for this type of behavior. If you choose to comment on issues related to sex, race, sexual orientation, or similar topics we strongly recommend you do it with an abundance of sensitivity and kindness. Comments that our staff views as racist, sexist, homophobic, or xenophobic – whether by intent or due to carelessness – will be dealt with accordingly.
Conduct that is grounds for immediate removal includes but is not limited to:
- Harassing or bullying members or moderators
- Racist/sexist language
- Making threats against others
- Stalking members or moderators
- Spamming the forum or specific members
- Promoting illegal activities
- Promoting obscene materials
- Posting porn
- Promoting violent conduct
- Selling anything without forum permission
- Uploading viruses
- Uploading malware
- Attempting to hack the backend of the forum
- Soliciting members for sex
- Posting adult content
- Promoting contests without forum consent, and promoting pyramid schemes
- Political Discussions
Even though we understand politics' role in business, we don’t allow political discussions in the Slack Forum. Why? Because people can be very passionate about their beliefs, which can cause civil discussions to quickly degrade and become contentious. Feelings get hurt, and as a result, the Community as a whole is hurt.
There are plenty of places on the web where you can discuss politics all day long, but the Scalepath LLC Slack Forum is not one of them. If you post a political comment or start a political thread, we will remove it and politely remind you of the rules. If it happens a second time, your account will be suspended.
Important Legal Information
1. Eligibility and User Warranties
Scalepath LLC is only available to eighteen (18) and older individuals. Individuals under the age of 18 are expressly prohibited from creating a user account or otherwise using Scalepath LLC.
You warrant that you are of sound mind, that you are age eighteen (18) or older, have the capacity to contract, and agree to the terms and conditions contained within this Agreement.
2.1 The “Content” refers to the content on Scalepath LLC, including, but not limited to, the text, graphics, photos, sounds, music, pictures, and the like. The “Content” does not include User Engagement, which is defined below.
2.2 “User” means a Scalepath LLC member.
2.3 “User Submissions” refer to content (e.g., images, photographs, graphics, audio and video files, text, files, information, sounds, musical works, works of authorship, applications, links, and other communications, content, or materials, along with any text associated with the content) submitted, posted, or displayed by Users.
2.4 “User Comments” refer to comments submitted, posted, or displayed by Users.
2.5 “User Engagement” collectively refers to User Submissions and User Comments.
2.6 “Forum” includes all activity, Content, User Submissions, User Comments, User Engagement, and other forms of interaction between Scalepath LLC’s platform and all Users subject to these Terms and Conditions.
3. The Forum
3.1 Scalepath LLC may provide Users with the ability to upload or transmit content to or through the Forum, including, but not limited to, User Engagement. When you submit User Engagement to the Forum, you grant Scalepath LLC a non-exclusive, irrevocable, worldwide, and perpetual license to use your User Engagement for the customary and intended purposes of the Forum. These purposes may include providing you or third parties with the Forum, and backing up or archiving the Forum. In submitting User Engagement to the Forum, you agree to waive all moral rights in or to your User Engagement across the world, whether you have or have not asserted moral rights. Moral rights include, but is not limited to, the copyright to the User Engagement. You also agree to waive all rights of publicity or privacy in or to your User Engagement.
3.3 You agree that you are responsible for all data or roaming charges you incur through use of the Forum.
3.4 Scalepath LLC prohibits crawling, scraping, caching or otherwise accessing any Content or User Engagement on the Forum via automated means, except as may be the result of standard search engine protocols or technologies used by a search engine with Scalepath LLC’s express consent.
3.5 You are solely responsible for your interactions with other Users of the Forum, whether online or offline. You agree that Scalepath LLC is not responsible or liable for the conduct of any User. Scalepath LLC reserves the right, but has no obligation, to monitor or become involved in disputes between you and other Users.
3.6 There will be occasions when the Forum may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Scalepath LLC will not be held responsible for any such interruptions.
3.7 Scalepath LLC reserves the right to remove any Content and/or User Engagement from the Forum for any reason, without prior notice. Content and/or User Engagement removed from the Forum may continue to be stored by Scalepath LLC, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Scalepath LLC is not a backup service and you agree that you will not rely on the Forum for the purposes of content backup or storage. Scalepath LLC will not be liable to you for any modification, suspension, or discontinuation of the Scalepath LLC Forum or the loss of any Content or User Engagement. You also acknowledge that the Internet may be subject to breaches of security and that the submission of User Engagement or other information may not be secure. You are expressly and solely responsible for your own security when using the Forum.
4. Access to the Scalepath LLC Forum
4.1 Scalepath LLC provides you with a limited, non-exclusive, non-sublicensable, non-assignable, and revocable license to use the Forum for their customary and intended purposes. Use of the Forum for use outside of their customary and intended purposes or in violation of the terms of this Agreement will result in the immediate termination of this license. This license is revocable at any time, and any rights not expressly granted herein are reserved to Scalepath LLC.
4.2 To access some features of the Forum, you will have to create an account. You may never use another User’s account without permission or solicit, collect, or use the login credentials of other Users. When creating your account, you must provide accurate and complete information. You are responsible for keeping your password secure and you are solely responsible for the activity that occurs on your account. Although Scalepath LLC will not be liable for any losses caused by any unauthorized use of your account, you may be liable for the losses of Scalepath LLC or others due to such unauthorized use. If you become aware of any breach of security or unauthorized use of your password or of your account, you must notify Scalepath LLC immediately at firstname.lastname@example.org.
4.3 You agree you will not sell, transfer, license or assign your account, username, or any account rights. Scalepath LLC prohibits the creation of, and you agree that you will not create, an account for anyone other than yourself.
4.4 You also agree that all information you provide or have provided to Scalepath LLC upon registration and at all other times will be true, accurate, current, and complete, and you agree to update your information as necessary to maintain its truth and accuracy.
5. Use of the Forum–Permissions and Restrictions on Your Use
5.1 You agree to use the Forum only for purposes that are permitted by this Agreement. Scalepath LLC hereby grants you permission to access and use the Forum as set forth in this Agreement, provided that:
5.1.1 You agree that you have the legal right and capacity to enter into this Agreement in your jurisdiction.
5.1.2 You must not use the Forum for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (e.g., federal, state, local and provincial) applicable to your use of the Forum and your User Engagement, including, but not limited to, copyright laws and export laws.
5.1.3 You must not post abusive, obscene, threatening, harassing, defamatory, libelous, offensive, violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic, or sexually suggestive User Engagement via the Forum, or User Engagement that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate. You must not post spam. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities. You must not intentionally make false or misleading statements. Scalepath LLC reserves the right to suspend or terminate your User Account at any time and in its sole and absolute discretion, including, but not limited to, for Scalepath LLC’s interpretation of a potential violation of any term or condition of this subsection.
5.1.4 You must not post private, confidential, or sensitive information or information that is otherwise in breach of the law via the Forum, including, without limitation, your or any other person’s credit card information, social security, or national identity numbers, non-public phone numbers, addresses, or email addresses. You must not submit copyrighted material, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant to Scalepath LLC all of the licensed rights granted herein. Scalepath LLC reserves the right to suspend or terminate your User account at any time and in its sole and absolute discretion, including, but not limited to, for Scalepath LLC’s interpretation of a potential violation of any term or condition of this subsection.
5.1.5 You must keep all of your User Engagement relevant and “on topic” to the particular item of User Engagement open for comments or submissions.
5.1.6 You must not distribute in any medium any part of the Forum without prior written authorization from Scalepath LLC. You agree not to circumvent, disable or otherwise interfere with security-related features of the Forum or features that prevent or restrict use or copying of any Content and User Engagement or enforce limitations on use of the Forum and the Content and User Engagement therein.
5.1.7 You must not engage in any activity that interferes with or disrupts the Forum (or the servers and networks which are connected to the Forum), including by transmitting any worms, viruses, spyware, malware, or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any part of the Forum is rendered or displayed in a User’s browser or device.
5.1.8 You must not change, alter or modify any part of the Forum for any reason.
5.1.9 You agree not to use or launch any type of automated system, including but not limited to, “robots,” “spiders,” or “offline readers,” that accesses the Forum in a manner that sends more request messages to Scalepath LLC’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to access (or attempt to access) any of the Forum, including Content and User Engagement, by any means other than through the interfaces that are provided by Scalepath LLC.
5.1.10 You agree not to use the Forum for any commercial purpose or use, either direct or indirect, without the prior written authorization of Scalepath LLC. You may access User Engagement solely for your information and non-commercial, personal use or as otherwise intended through the normal functionality of Scalepath LLC Forum. Scalepath LLC permits you to link to materials on the Forum for personal, non-commercial purposes only.
5.1.11 You must not solicit, for commercial purposes, spam, or send harassing communications to any Users. Additionally, you must not collect or harvest any personal information from the Forum. You must not offer to sell or buy any product or service, and you must not post advertisements or solicitations of business.
5.1.12 You must not attempt to restrict another User from using or enjoying the Forum and you must not encourage or facilitate violations of this Agreement or any other Scalepath LLC terms.
5.1.13 The Content and Scalepath LLC intellectual property, including, but not limited to, Scalepath LLC trademarks, trade names, and logos, on the Forum are owned by or licensed to Scalepath LLC, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Forum may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Scalepath LLC reserves all rights that are not expressly granted in and to the Forum and the Content. You agree not to use, copy, or distribute, either directly or indirectly, any of the Content other than that which is expressly permitted herein, including any use, copying, or distribution of User Engagement of third parties obtained through the Forum for any commercial purposes. If you download or print a copy of the Content and/or User Engagement for personal use, you must retain all copyright and other proprietary notices contained therein. You agree that Scalepath LLC holds no responsibility for content posted within the service, including, but not limited to, User Engagement. Scalepath LLC is not obligated to monitor or edit any content posted on Scalepath LLC, including, but not limited to, User Engagement. If your content violates this Agreement, you may bear legal responsibility for that content. All other trademarks, trade names, design marks, logos, or ether intellectual property that is not owned, licensed, or protected by Scalepath LLC is the property of their respective owners.
5.1.14 Scalepath LLC reserves the right to discontinue any aspect of the Forum, either specifically to you or generally, at any time.
5.1.15 Scalepath LLC may terminate a User’s access to the Forum at any time, for any reason. If Scalepath LLC suspects that you have violated any provision of this Agreement, Scalepath LLC may also seek any other available legal remedy. Your rights under this Agreement will terminate automatically if you breach any part of this Agreement. Further, Scalepath LLC reserves the right to refuse access to the Forum to anyone for any reason at any time.
6. User Engagement
6.1 You shall be solely responsible for your own User Engagement and the consequences of posting or publishing User Engagement.
6.1.1 In addition to the general restrictions above, the following restrictions and conditions apply specifically to your User Comments:
18.104.22.168 You may be given the opportunity to review and post User Comments on the Forum. Your User Comments must adhere to this Agreement, and, to the extent applicable, foreign, national, state, or local laws. If a comment is made using your identity, it will be deemed to have been posted by you. Scalepath LLC will not accept responsibility for User Comments and other information posted in the comments. If Scalepath LLC receives notice that any User Comments are not in compliance with this Agreement or the intended use of the User Comments, Scalepath LLC may remove such User Comments. Additionally, engaging in such conduct may result in you and/or your account being banned from the Forum.
22.214.171.124 User Comments are made available to you for your information and personal use solely as intended through the normal functionality of the Forum. User Comments are made available AS IS and may not be used, copied, reproduced, displayed, sold, licensed, downloaded, distributed, transmitted, broadcast, or otherwise exploited in any manner not intended by the normal functionality of the Forum or otherwise as expressly authorized under this Agreement.
6.1.2 In addition to the general restrictions above, the following restrictions and conditions apply specifically to your User Submissions–you affirm, represent, and/or warrant that:
126.96.36.199 You own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Forum and this Agreement.
188.8.131.52 You have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Forum and this Agreement.
184.108.40.206 The Forum may now or in the future permit User Submissions and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Scalepath LLC does not guarantee any confidentiality concerning any submissions.
6.1.3 You additionally affirm, represent, and warrant that the posting and use of your User Engagement on or through Scalepath LLC Forum does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights.
6.1.4 You agree to pay for all royalties, fees, and any other monies owed because of the User Engagement that you post on or through the Forum.
6.2 Scalepath LLC does not endorse any User Engagement or any opinion, recommendation, or advice expressed therein, and Scalepath LLC expressly disclaims any and all liability in connection with User Engagement. Scalepath LLC does not permit copyright infringing activities and infringement of intellectual property rights on its Forum, and Scalepath LLC will remove all Content and User Engagement if properly notified that such Content or User Engagement infringes on another’s intellectual property rights. Scalepath LLC may, but has no obligation to, remove, edit, block, and/or monitor User Engagement or accounts containing User Engagement that Scalepath LLC determines in its sole discretion violates this Agreement. Scalepath LLC will also terminate a User’s access to the Forum, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had User Engagement removed from the Forum more than twice.
6.3 Scalepath LLC reserves the right to determine in its sole discretion whether Content or User Engagement is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, hate speech, or excessive length. Scalepath LLC may, at any time, without prior notice and in its sole discretion remove such User Engagement and/or terminate a User’s access for submitting such material in violation of this Agreement.
6.4 You understand that when using the Forum, you will be exposed to User Engagement from a variety of sources. Scalepath LLC is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Engagement. You understand and agree that Scalepath LLC cannot and will not be responsible for the User Engagement posted on the Forum and you use the Forum at your own risk. You further understand and acknowledge that you may be exposed to User Engagement that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Scalepath LLC with respect thereto to the fullest extent permitted by law.
7. Accessibility Policy
Scalepath LLC takes reasonable measures to ensure that the Forum is accessible by users with special needs or requirements. Scalepath LLC is committed to providing the public, including persons with disabilities, with access to the Forum and related information. In designing its websites, Scalepath LLC makes reasonable efforts to comply with the WCAG 2.0 Level AA web accessibility standards. Scalepath LLC also makes reasonable efforts to ensure that its websites are designed to reach the widest audience possible, but, if you have difficulty viewing Scalepath LLC’s Forum, including its websites, or performing any transaction through the Forum, you are encouraged to contact Scalepath LLC at email@example.com.
8. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT ALLOWED UNDER APPLICABLE LAW:
8.1 YOUR USE OF THE FORUM IS AT YOUR OWN RISK. THE FORUM, INCLUDING, WITHOUT LIMITATION, THE WEBSITES, CONTENT, USER ENGAGEMENT, ANY PRODUCTS OR SERVICES AVAILABLE ON THE FORUM AND ALL THE MATERIALS, INFORMATION, SOFTWARE, AND FACILITIES, AND OTHER CONTENT THEREIN, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Scalepath LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Scalepath LLC AND ITS SUBSIDIARIES, AFFILIATES, “SISTER ENTITIES”, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, the “Scalepath LLC PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS THAT: (i) THE FORUM WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE FORUM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE FORUM OR THE SERVER THAT MAKES THE FORUM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES; (iv) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE FORUM WILL BE ACCURATE OR RELIABLE; (v) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE FORUM WILL MEET YOUR EXPECTATIONS; AND (vi) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
8.2 Scalepath DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, USER ENGAGEMENT, OR PRODUCTS OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE FORUM OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM THE FOREGOING. Scalepath LLC WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
8.3 Scalepath LLC DOES NOT WARRANT THAT YOUR USE OF Scalepath LLC FORUM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND Scalepath LLC SPECIFICALLY DISCLAIMS SUCH WARRANTIES. BY ACCESSING OR USING Scalepath LLC FORUM, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE Scalepath LLC FORUM.
9. Limitation of Liability
9.1 TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL Scalepath LLC PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO ANY: (i) THE FORUM; (ii) THE CONTENT; (iii) IN-APP PURCHASES; (iv) USER ENGAGEMENT; (v) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE Scalepath LLC FORUM; (vi) ANY ACTION OF ANY USER OF THE FORUM, INCLUDING, BUT NOT LIMITED TO, AND PERSONAL INJURY, DAMAGE, OR DEATH CAUSED BY ANY USER OF THE FORUM; (vii) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY Scalepath LLC PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE Scalepath LLC FORUM; (viii) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (ix) ANY ERRORS OR OMISSIONS IN THE OPERATION OF THE Scalepath LLC FORUM; OR (x) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE Scalepath LLC PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PERSONAL INJURY, OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL Scalepath LLC PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH, OR PERSONAL INJURY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE MAXIMUM TOTAL LIABILITY OF Scalepath LLC PARTIES TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS $100.
9.2 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9.3 YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF Scalepath LLC’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY Scalepath LLC PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY Scalepath LLC PARTIES.
9.4 YOU SPECIFICALLY ACKNOWLEDGE THAT Scalepath LLC SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
9.5 BY ACCESSING THE FORUM, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
9.6 Scalepath LLC IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
You agree to defend, indemnify and hold harmless Scalepath LLC Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, attorney’s fees) arising out of or in any way connected with: (i) your User Engagement or your use of and access to the Scalepath LLC Forum; (ii) your breach or alleged breach of this Agreement; (iii) your violation or alleged violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances or orders; (v) any claim that your User Engagement caused damage to a third party; or (vi) any misrepresentation made by you. You will cooperate as fully required by Scalepath LLC in defense of any claim. Scalepath LLC reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not, in any event, settle any claim without the prior written consent of Scalepath LLC. This defense and indemnification obligation will survive this Agreement and your use of Scalepath LLC Forum.
Scalepath LLC makes every effort to ensure the advice and information provided will be accurate and reliable, but no warranty is given about the results or use of such information and advice. Scalepath LLC is not an accountant or lawyer. You are encouraged to seek advice from relevant professionals throughout the process. You agree to take full responsibility for all choices and decisions you make on matters relating to business and hold harmless Scalepath LLC.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Scalepath LLC without restriction.
12. Governing Law and Arbitration
You agree on any, and all claims arising out of or related to your use of the Website shall be exclusively brought in Wilmington, Delaware. You specifically agree to the exclusive jurisdiction in Wilmington, Delaware. This agreement is to be governed exclusively by Deleware law. No other forum or choice of law is acceptable. In the event Scalepath LLC prevails in any action arising out of or related to this Agreement, Scalepath LLC shall be entitled to its reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief it may be entitled.
You and Scalepath LLC agree that any dispute, claim, or controversy arising out of or in relation to this Agreement or the applicability, breach, termination, validity, enforcement, or the interpretation thereof, will be settled by binding individual arbitration. If there is a dispute about whether this arbitration clause can be enforced or applies to the dispute between You and Scalepath LLC, You and Scalepath LLC agree that the arbitrator will decide that issue. Notwithstanding the foregoing, You and Scalepath LLC each agree that any claim related to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights will not be subject to this arbitration clause or arbitration.
The arbitration will be administered under the American Arbitration Association’s most recent Commercial Arbitration Rules then in effect except where as modified herein. The arbitration will be conducted in Wilmington, Delaware, and will be decided by a single arbitrator randomly selected from a list of neutral arbitrators maintained by the American Arbitration Association. Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator will be provided with the right to award costs and attorney’s fees to the prevailing Party. This arbitration will be held in Wilmington, Delaware and both Parties agree that they will be required to be present in Wilmington, Delaware for arbitration under the terms of this Agreement and hereby submit to exclusive personal jurisdiction in Wilmington, Delaware. The arbitrator will apply the laws of Montana in deciding any controversy or claim pursuant to this arbitration clause.
You and Scalepath LLC acknowledge and agree that each are waiving the right to a trial by jury as to all arbitrable disputes.
You and Scalepath LLC acknowledge and agree that, to the fullest extent permitted under the law, each are waiving the right to participate as a plaintiff or class member in any class action lawsuit, class arbitration, or private attorney general action. If this class action waiver is held unenforceable concerning the dispute between the Parties, the Parties agree that the entirety of the arbitration clause will be deemed void concerning such dispute, and the dispute must proceed in court.
13.2 If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
13.3 No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Scalepath LLC’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
13.4 Scalepath LLC reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement for any changes. Your use of Scalepath LLC Forum following any amendment of this Agreement will signify your assent to and acceptance of its revised terms.
13.5 YOU AND Scalepath LLC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO Scalepath LLC FORUM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.